Raja ferry port.,Ltd sign contract for appoint distributor and assure vendition of increase in common stock capital on 12nd Nov,2015 At The Stock Exchange in Thailand 2 Message from the committee chairman Dear Shareholders Since the inauguration of ferry and harbor service in 1981, it has been 35 years that we are determined to develop the organization to maintain the quality of services by targeting to expand services to regional and international level in the future. The company would like to thank all of you for giving confidence in services of ferry of Raja Ferry for 35 years although the company launched capital-increase ordinary share for 38 million shares in the stock exchange in November 2015, it has been considerably responded and that the Company is motivated to develop the enterprise for further progression. The company would use such amount of fund raising to settle liabilities, purchase new ferry and reserve it as the circulating capital in the business so that it is able to provide services to customers in both commercial and tourism terms that are substantially increasing in Samui and Pangan Islands. For the overall operation of year round 2015, the company had income from sale and services of 622 million Baht with net profit of 78 million Baht. The number of service round in 2015 increased from 2014 for 6.52%. In the future, the company still believes in growth potential of the ferry services business and growth of Samui, Pangan islands including islands in Andaman. The company is determined to develop services for every customer group with continuous investment in term of ferry fleets, database system and information technology as well as human resource development and cooperation with business allies to increase income and strengthen it in the future. (Teeradej Tangprapruetkul) 3 4 5 Report of Board of Director For 35 years of Raja Ferry, the Company started providing services of ferry with expertise and many personnel who have longed experiences. We have learned and grown together with the community and been ready to move forward to be the leader of transport business and maritime shipping in regional section with universal standard services in the future. In 2015, the company had net profit of 78 million Baht with income from sale and services of 622 million Baht decreasing from 2014 for 6.46%. the main cause was decreasing fare according to the decrease of oil price while the number of transport rounds in 2015 increased from 2014 for 6.52% indicating that the number of users substantially increased and is likely to grow in the future including the routes of Donsak- Samui-Donsak, Donsak-Pangan-Donsak and Samui-Pangan-Samui that the company provided services during high season in December 2015 as well as the new routes in Andaman Sea that will be expanded in near future. Speaking of the trend of business operation of Raja Ferry, the Company emphasizes on logistic and tourism. With 35 year experiences, the company understands the overall needs of customers including the people in community and customers in AEC that are likely to increase. The services of the company that will be transacted together with business allies will be provided as one stop service and it is the strength of business operation. In 2016, the company will start adding service commute vehicle to facilitate and increase alternatives of travel for the customers. The board of director is determined to perform duties with prudence, carefulness and integrity with full capacity by recognizing the ultimate benefit of the company and justice to shareholders and stakeholders in every party, and supervising the work systems of the company to be operated in accordance with the law and corporate. Governance following the objectives and regulations of the company. Nevertheless, it is to strengthen stability and growth with business sustainability. (Apichart Chayophat) 6 7 Financial Hightlights (Unit: Million Baht) 2013 2014 2015 Incomes from ferry service 569.13 610.25 572.62 Incomes from selling of foods and products in convenience stores 53.07 54.81 49.62 Other incomes 25.70 11.37 16.03 Total incomes 647.90 676.43 638.27 Total expenses 578.61 591.10 559.96 Net profit 69.29 85.33 78.30 Total assets 719.23 732.69 1,161.71 Total liabilities 352.95 301.21 208.43 Total shareholders’ equity 366.29 431.48 953.27 Register and paid up capital 132.00 132.00 170.00 Net profit margin (%) 10.69 12.61 12.27 Primary earning per share 0.52 0.65 0.57 Earning per share (Time) 1.01 0.80 4.65 Collection period (day) 9.80 10.87 9.67 Return on Equity (%) 20.86 21.37 11.31 Return on total assets (%) 9.34 11.75 8.27 Debt to Equity ratio (Time) 0.96 0.70 0.22 Dividend payout ratio (%) 0.00 24.75 178.02 * * Board of Directors agree to purpose to shareholder to approve dividend 0.82 Baht per share then the rights to receive dividend is uncertain because it’s pending for approval by the Annual General Meeting of Shareholders of the year 2016 on April 6, 2016 8 9 6 4 2 5 3 1 7 8 Board of Directors: Name Position 1. Mr.Dheeradej Tangprapruetkul Chairman of the board 2. Admiral PeerajitSurakaga Vice chairman and independent director 3. Mr.Apichart Chayopas Director 4. Mr.Apichon Chayopas Director 5. Mr.Pitak Kiatdejpreecha Director 6. Mr.Phanich Pongpirodom Independent Director 7. Mr.Chatree Siripanichkorn Independent Director and chairman of audit committee 8. Mr.Anand Ketpitaya Independent Director and a member of audit committee 9. Mr.Pornchai Wiriyatanasakul Independent Director and a member of audit committee 9 Board of Executive Directors: Name Position 1. Mr. Apichart Chayopas Managing Director 2. Mr. Surapol Sripen Deputy Managing Director Administration 3. Miss Sunantha Charonwong Deputy Managing Director Finance and Planning 4. Mr. Jittiphan Sakulsuraekpong Deputy Managing Director Ferryboat and Pier Operation 5. Miss Sasipat Boonchu Deputy Managing Director – Business Development 1 2 3 4 5 Content Vision and Company Philosophy 13 Corporate Social Responsibilities 18 The Company’s key developments 26 Income Structure and type of business 30 Nature of Products and service 32 Benefits earn from BOI business 41 General Information and other information 64 Shareholders Structure 73 Management Structure 75 Corporate Governance 85 Risk Factors 106 Internal Control and risk management 112 Inter Transaction 115 Report of the Board of Directors of the Financial Report 117 Management Discussion and Analysis 118 Report of Audit Committee 129 Auditor’s Report 132 12 1313 Vision and Company Philosophy 14 Vision: to be the leader of transport business and maritime shipping in regional section with universal standard services in the future. 1515 Raja Ferry Port Public Company Limited (the “Company”) aims to provide ferry services for passenger and freight ferry to Koh Samui and Koh Phangan, which is a major tourist attraction in Surat Thani province, Thailand. By providing excellent service standards and provide very good standard fleet of ferry services and ports which customers are convenient and easy to use. The company is committed to improving the efficiency of operations and ensuring customers to use the service quickly, timely and safe so that customers get the most satisfaction with the service is impressive. The company also focuses on maintaining its environmental impact continues and compliance with laws and regulations. The business operations of the company to sustainable growth in the future orientation of the Company’s operations in order to achieve the goals set. The company will operations as follow: Core Values : Growth, learning, with community 16 reduce fuel costs in the event that oil prices in the world market soared. 3. Create and maintain good relations 1. The Company will provide ferry with trade partners to cover all distribution services with effective supply and availability channels, as airline, rail and bus transport of service to customers. The company is a company dealers and leading companies both ferry services that has the most number of domestic and abroad. the company also has ferry crossing for travel between Don Sak its own distribution channels via the website. district - Koh Samui. Surat Thani, Don Sak Surat Thani and Nakhon Si Thammarat airport district - Phangan District Surat Thani And counters in the building. Customer service between Koh Samui - Koh Phangan district. center by phone and the company’s own office. The Ferry Division of 12 aircraft, the company The channel paid the fare by cash, credit cards, has focused on providing quality services to ATMs and online banking systems Krungsri international standards, the Company has Ayudhya Bank which provide customers with been certified ISO 9001: 2008 for providing the ease of use of services and payments. ferry services and pier from United Registrar of Systems (Thailand) Co., Ltd. ( “URS”) in order to be able to respond to customer needs quickly, effectively and safely, on time and satisfaction to our customers include trust in the use of its services continuously. 2. Control operating costs by modifying the ferry services to suit each customer’s needs at different times in order to allow companies to manage the cost of oil, which is the major cost of freight more efficiently, the Company has provided the fuel that comes from a mix of diesel and fuel oil based formulas invented by the company and improve the engine with the fuel consumption so companies can effectively manage the cost of fuel. The company is also able to produce biodiesel from used vegetable oil to 17 4. Recognizing the importance of events and Children’s Day, the company also engaging environment and improving the quality aims to create a community by hiring local of life and well-being of nearby communities.